Patent License Agreement

This License Agreement is made on [AGREEMENT DATE][ (the "Effective

Date")] between [PARTY A NAME], [whose principal place of residence is at /
a [CORPORATE JURISDICTION] corporation with its principal place of business
at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B
NAME], [whose principal place of residence is at / a [CORPORATE
JURISDICTION] corporation with its principal place of business at] [PARTY B
ADDRESS]] (the "[PARTY B ABBREVIATION]").

The parties agree as follows (the capitalized terms used in this agreement, in
addition to those above, being defined in section [DEFINITIONS]).

 Grant of License

Exclusive Grant. The Licensor grants to the Licensee an exclusive, non-

transferable license to develop and commercialize the Licensed Products, market
and sell Licensed Products anywhere in the Licensed Territory, and sub-license the
Licensed Patents, in accordance with the terms of this agreement.

Licensee's Use of Licensed Patents. The Licensee shall use the Licensed
Patents only in accordance with this agreement.

Reservation of Rights. Any rights not expressly granted to the Licensee in this
agreement are reserved to the Licensor. The Licensee does not acquire any
interest other than the rights to the Licensed Patents granted under this
agreement.

Royalties. In exchange for the [DELIVERABLE], [PARTY B] shall pay [PARTY

A] the Royalties Fees, and down payment, according to section [PAYMENT OF
ROYALTIES].

Payment of Royalties Fees
Down Payment. On the Effective Date, [PARTY B] shall pay [PARTY A] a down
payment of $[DOWN PAYMENT AMOUNT].

Fixed Royalty Rate. [PARTY B] shall pay to [PARTY A] the "Royalties Fees"

equal to [ROYALTY PERCENTAGE]% of [PARTY B]'s total sales of the [Licensed
Goods / Licensed Software / Licensed Method / Assigned Patents] over
each [PAYMENT PERIOD] period (each period, an "Accounting Period"),due
within [14] Business Days' of the end of the applicable Accounting Period, in
immediately available funds, and to the account [PARTY A] lists immediately
below:

Account Number:

Routing Number:

Minimum Royalty Fee. Each Accounting Period, [PARTY B] shall pay [PARTY

A] a minimum royalty fee equal to $[MINIMUM ROYALTY FEE AMOUNT], which will
be credited against any Royalty Fees due that Accounting Period under
paragraph [FIXED ROYALTY RATE].

Accounting. [PARTY B] shall send with each payment to [PARTY A] a certified

accounting for the applicable Accounting Period, correctly listing the sales of
the [Licensed Goods / Licensed Software / Licensed Method / Assigned
Patents] over that Accounting Period.

Registration and Maintenance of Intellectual Property

Registration and Maintenance Efforts. [PARTY A] shall use reasonable efforts

to register and maintain the registration of the Licensed Intellectual Property.

Copies of Registration and Documentation. [PARTY A] shall provide [PARTY

B] with copies of relevant registrations and other documentation.

Confidentiality. [PARTY B] shall to keep confidential all information [PARTY

A] provides under this section.
Development and Commercialization

Development Plan

Initial Development Plan. [PARTY B] shall deliver to [PARTY A], no later

than [DATE, MONTH], a copy of an initial development plan for
the [DELIVERABLE] (the "Development Plan"), to

demonstrate [PARTY B]'s capability to commercialize the [Licensed Goods /

Licensed Software / Licensed Method],

project the timeline for completing the necessary tasks and meeting the
milestones listed in section [PAYMENT OF ROYALTIES], and

measure [PARTY B]'s progress against the projected timeline.

Updated Development Plan. Before [December 1] of each year, [PARTY

B] shall deliver to [PARTY A] a written report measuring [PARTY B]'s progress
against the Development Plan.  

[PARTY B]'s Efforts. [PARTY B] shall use reasonable efforts to develop,

commercialize, market, and sell the [Licensed Goods] to meet the objectives of
the Development Plan, including meeting the milestones listed in
section [PAYMENT OF ROYALTIES]

Diligence Resources

Expenditures. Each six month period following the Effective Date, [PARTY

B] shall expend at least $[DEVELOPMENT AND COMMERCIALIZATION
INVESTMENT] to develop and commercialize the [Licensed Goods / Licensed
Software / Licensed Method], including, research and development, 
advertising and marketing,  consumer surveys and research,  regulatory
expenses, and documenting external consulting payments.

Shortfall. If [PARTY B] spends less than the minimum development and

commercialization amount specified in paragraph [EXPENDITURES] over any six
 month period, [PARTY B] shall pay to [PARTY A] the amount [PARTY B] was
required to but did not spend, paid on the next Accounting Period.

Accumulation. If [PARTY B] spends more than the minimum development and

commercialization amount specified in paragraph [EXPENDITURES] over any six
month period, the excess amount will be credited towards the
minimum development and commercialization for the next six month period.

Confidentiality Obligations. The parties shall continue to be bound by the

terms of the non-disclosure agreement between the parties, dated [DATE] and
attached to this agreement on [ATTACHMENT].

Patent Markings. [PARTY B] shall mark all Licensed Goods and containers of

Licensed Goods in accordance with applicable patent marking Laws.

Use of Name. Neither party will use the other party's name, logos, trademarks,
or other marks without that party's written consent.

Export Compliance. [PARTY B] shall be solely responsible for obtaining all

licenses, Permits or authorizations as required from time to time by the United
States and any other government for any export.

Insurance 

Insurance Requirement. [PARTY A] shall maintain the insurance necessary to

cover its obligations and responsibilities under this agreement, or any amount
required by Law, but in no case less than [LIST OF SPECIFIC TYPES AND
AMOUNTS OF INSURANCE REQUIRED]

Proof of Insurance. At [PARTY B]'s request, [PARTY A] shall provide [PARTY

B] with certificates or other acceptable proof of its insurance, describing the
coverage of its insurance, and notice of any material change to its insurance. 
Additional Insurance. [PARTY B] may require [PARTY A] to obtain a reasonable
amount of additional insurance, by providing [PARTY A] with good reason for the
additional insurance, and requirements for the additional insurance.

Additional Insured

[PARTY B] Added to [PARTY A]'s Policy [PARTY A] shall,

within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the
Effective Date, have [PARTY A]'s insurer add [PARTY B] as an additional insured
to [PARTY A]'s policy.

Certificate of Insurance. [PARTY A] shall have its insurer send a certificate

to [PARTY B], proving [PARTY B] has been added to [PARTY A]'s policy, and
confirming that the insurer will give [PARTY B] [30] Business Days written
notice before any proposed cancelation, modification, or reduction in coverage
of [PARTY A]'s policy.

No Contribution from [PARTY A]. Any insurance carried by [PARTY B] will not

be subject to contribution.

Compliance with Laws. Each party shall comply with all Laws [relating

to [SUBJECT MATTER OF AGREEMENT]], keep records evidencing its compliance,
on the other party's reasonable request, provide these records of
compliance to the other party, and notify the other party if it becomes aware of
any non-compliance in connection with this section.

Representations

Mutual Representations

Existence. The parties are corporations incorporated and existing under the
laws of the jurisdictions of their respective incorporation.

Authority and Capacity. The parties have the authority and capacity to enter
into this agreement.
 Execution and Delivery. The parties have duly executed and delivered this
agreement.

Enforceability. This agreement constitutes a legal, valid, and binding

obligation, enforceable against the parties according to its terms.

No Conflicts. Neither party is under any restriction or obligation that the party

could reasonably expect might affect the party's performance of its obligations
under this agreement.

No Breach. Neither party’s execution, delivery, or performance of its

obligations under this agreement will breach or result in a default under its
articles, bylaws, or any unanimous shareholders agreement, any Law to which it
is subject, any judgment, Order, or decree of any Governmental Authority to
which it is subject, or any agreement to which it is a party or by which it is
bound.

Permits, Consents, and Other Authorizations. Each party holds all Permits

and other authorizations necessary to own, lease, and operate its properties,
and conduct its business as it is now carried on.

No Disputes or Proceedings. [Except as disclosed in the parties respective

Disclosure Schedules] There are no Legal Proceedings pending, threatened, or
foreseeable against either party, which would affect that party’s ability to
complete its obligations under this agreement.

No Bankruptcy. Neither party has taken or authorized any proceedings related

to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

[PARTY A]'s Representations

IP Disclosure Schedule. [PARTY A]'s Disclosure Schedule lists all of

the [Licensed Goods / Licensed Software / Licensed Method], and any
exceptions to its representations.
Ownership. [Except as disclosed in [PARTY A]'s Disclosure Schedule] [PARTY
A] has the exclusive right to grant the [DELIVERABLE],has the exclusive right to
use and grant rights to use the [Licensed Goods / Licensed Software / Licensed
Method] [ in the Licensed Territory], is the sole owner of the exclusive rights
and all interest in the [Licensed Goods / Licensed Software / Licensed Method],
free of claims by any third party, and holds the [Licensed Goods / Licensed
Software / Licensed Method] free of any other Encumbrances.

Registration

Necessary Rights and Privileges. [PARTY A] possesses all necessary rights

and privileges to cause the [Licensed Goods / Licensed Software / Licensed
Method] to be  registered in, filed in, or issued by the United States Patent
and Trademark Office, United States Copyright Office, or the corresponding
offices of other jurisdictions and countries.

No Adverse Facts or Circumstances. To [PARTY A]'s Knowledge, there

are no facts or circumstances which would prevent its registration, filing, or
issuance described in paragraph [NECESSARY RIGHTS AND
PRIVILEGES] above.

Status of Licensed Intellectual Property. [PARTY A] has  properly

maintained the [Licensed Goods / Licensed Software / Licensed Method], and
paid all applicable maintenance and renewal fees.

No Prior Grant or Transfer. [PARTY A] has not granted and is not obligated

to grant any license to any third party that would conflict with
the [DELIVERABLE] under this agreementassigned or exclusively licensed, and
is not obligated to assign or exclusively license, any of the [Licensed Goods /
Licensed Software / Licensed Method] to any third party that would conflict with
the [DELIVERABLE] under this agreement.
 No Infringement. The [Licensed Goods / Licensed Software / Licensed
Method] does not infringe the Intellectual Property rights or other rights of any
third party.

No Third Party infringement. [Except as disclosed in [PARTY A]'s Disclosure

Schedule] To [PARTY A]'s Knowledge, no third party is infringing the [Licensed
Goods / Licensed Software / Licensed Method].

Not in Public Domain. The [Licensed Goods / Licensed Software / Licensed

Method] is not in the public domain.

[PARTY B]'s Representations

Reasonable Efforts. [PARTY B] shall use reasonable efforts to commercialize

the [Licensed Goods / Licensed Software / Licensed Method], including meeting
any commercialization milestones outlined in this agreement.

No Warranty

"As-Is". The Software is provided "as is," with all faults, defects, bugs, and
errors.

No Warranty. Unless otherwise listed in this agreement,

[PARTY A] does not make any warranty regarding the Software, and 

[PARTY A]  disclaims to the extent authorized by law any and all other
warranties, whether express or implied, including any implied
warranties of merchantability or fitness for a particular purpose.

Term

Initial Term. The initial term of this agreement begins on [the Effective
Date] and will continue for [TERM YEARS] years, unless terminated earlier (the
"Initial Term").
Renewal Term by Notice. [PARTY B] may renew this agreement for successive
renewal terms of [RENEWAL YEARS] length ("Renewal Terms"), unless terminated
earlier, by giving [PARTY A] notice of the intent to renew this agreement, at
least [RENEWAL NOTICE DAYS] Business Days before the end of the Current
Term.

Term Definition. "Term" means either the Initial Term or the then-current
Renewal Term.

Termination by [PARTY B]

Termination on Notice. [PARTY B] may terminate this agreement for any reason

on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement

with immediate effect by delivering notice of the termination to [PARTY A], if
[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise
materially breaches, any of its obligations, covenants, or representations, andthe
failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION
DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably
detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or

enters receivership, dissolution, or liquidation, [PARTY B] may terminate this
agreement with immediate effect.

Termination by [PARTY A]

Termination on Notice. [PARTY A] may terminate this agreement for any reason

on [TERMINATION NOTICE] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement

with immediate effect by delivering notice of the termination to [PARTY B], if
[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise
materially breaches, any of its obligations, covenants, or representations, including
if [PARTY B]fails to adequately develop and commercialize the [Licensed Goods /
Licensed Software / Licensed Methods] under section [DEVELOPMENT AND
COMMERCIALIZATION], uses [Licensed Goods / Licensed Software / Licensed
Methods] in any way that violates this agreement, including any of [PARTY A]'s
plans or policies under this agreement, or otherwise exceeds the rights granted
under the [DELIVERABLE], and the failure, inaccuracy, or breach continues for a
period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers
notice to [PARTY B] reasonably detailing the breach.

Termination for Insolvency. If [PARTY B] becomes insolvent, bankrupt, or

enters receivership, dissolution, or liquidation, [PARTY A] may terminate this
agreement with immediate effect.

Infringement and Litigation

Notice. [PARTY B] shall promptly inform [PARTY A] of any suspected infringement

of the [DELIVERABLE] or [Licensed Good / Licensed Software / Licensed
Method] by a third party.

[PARTY B] Prosecution of Infringement. [PARTY B] shall have the first right

to sue any infringer of the [DELIVERABLE] or [Licensed Good / Licensed
Software / Licensed Method] at its own expense in the name of [PARTY A].

[PARTY A] Rights to Prosecution. If [PARTY B] fails to sue an infringer within

a reasonable time, [PARTY A] may file and maintain, at its own expense, an
infringement suit. 

Cooperation. On [PARTY B]'s reasonable request, [PARTY A] shall join and

cooperate with [PARTY B] in an infringement suit brought by [PARTY B].

Recovery of Damages

[PARTY B] Bears Expenses. [PARTY B] shall bear all costs of an infringement

action commenced by [PARTY B] shall be borne by [PARTY B].
 Damages Treated as Sales. [PARTY B] shall retain any such recovery or
damages from such an action and such recovery or damages shall be treated as
sales of the [DELIVERABLE] or [Licensed Good / Licensed Software / Licensed
Method].

Indemnification

Indemnification by [PARTY A]. [PARTY A] (as an indemnifying party) shall

indemnify [PARTY B] (as an indemnified party) against all losses and expenses
arising out of any proceeding brought by either a third party or [PARTY B], and
arising out of [PARTY A]'s breach of its obligations, representations, warranties, or
covenants under this agreement, or  arising out of [PARTY B]'s proper  exercise of
its rights to the [Licensed Goods / Licensed Software / Licensed Methods] under
the [DELIVERABLE] and this agreement.

Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall

indemnify  [PARTY A]  (as an indemnified party) against all losses and expenses
arising out of any proceedingbrought by either a third party or [PARTY A], and
arising out of [PARTY B]'s breach of its obligations, representations, warranties, or
covenants under this agreement, or arising out of [PARTY B]'s unauthorized
exercise of the rights to the [Licensed Goods / Licensed Software / Licensed
Methods] in breach of the [DELIVERABLE] or this agreement.

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify

the other (as an indemnified party) against all losses arising out of any proceeding
brought by either a third party or an indemnified party, and arising out of the
indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify. 

Notice Requirement. Before bringing a claim for indemnification, an

indemnified party shall promptly notify the indemnifying party of the
indemnifiable proceeding, and deliver to the indemnifying party all legal
pleadings and documents necessary to defend the indemnifiable proceeding.
 Failure to Notify. If the indemnified party fails to notify indemnifying party of
the indemnifiable proceeding, indemnifying party will be relieved of its
indemnification obligations to the extent it was prejudiced by indemnified
party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy

available in connection with the indemnifiable proceedings.

Limitation on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-

contract damages that are remote or speculative, or that the breaching party could
not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $
[MAXIMUM LIABILITY].

Definitions 

"Action" means any legal or administrative claim, suit, action, complaint, charge,
grievance, arbitration, audit, investigation, inquiry, or other proceeding.

"Affiliates" means, as to any specified entity, any other entity that, directly or
indirectly through one or more intermediaries or otherwise, controls, is controlled
by or is under common control with the specified entity. For purposes of this
definition, "control" of an entity means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
entity, whether by contract or otherwise.

"Disclosure Schedule" means the schedules delivered, before the execution of this
agreement, by each party to the other party which list, among other things, items
the disclosure of which is necessary or appropriate either in response to an
express disclosure requirement contained in a provision of this agreement or as an
exception to one or more of the representations or warranties made by the party,
or to one or more of the covenants of the party. The inclusion of an item in a
Disclosure Schedule as an exception to a representation or warranty will not by
itself be deemed an admission by a party that such item is material or that such
item is reasonably likely to result in a Material Adverse Effect with respect to such
party or was required to be disclosed therein.

"Encumbrances" means any pledges, liens, charges, security interests, leases, title
retention agreements, mortgages, restrictions, developments or similar
agreements, easements, rights-of-way, title defects, options or adverse claims or
encumbrances of any kind or character whatsoever.

"Governmental Authority" means

(a) any federal, state, local or foreign government, and any political subdivision of
any of them,

(b) any agency or instrumentality of any such government or political subdivision,

(c) any self-regulated organization or other non-governmental regulatory authority

or quasi-governmental authority (to the extent that its rules, regulations or orders
have the force of Law), or (

d) any arbitrator, court or tribunal of competent jurisdiction.

"Intellectual Property" means any and all of the following in any jurisdiction
throughout the world

(a) trademarks and service marks, including all applications and registrations,
and the goodwill connected with the use of and symbolized by the foregoing,

(b) copyrights, including all applications and registrations related to the

foregoing,

(c) trade secrets and confidential know-how,

(d) patents and patent applications,

(e) websites and internet domain name registrations, and

(f) other intellectual property and related proprietary rights, interests and
protections (including all rights to sue and recover and retain damages, costs and
attorneys' fees for past, present, and future infringement, and any other rights
relating to any of the foregoing). 

"Law" means

(a) any law (including the common law), statute, bylaw, rule, regulation, order,
ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order, policy,
or other requirement of any Governmental Authority having the force of law.

"Legal Proceeding" means any claim, investigation, hearing, legal action, or other
legal, administrative, arbitral, or similar proceeding, whether civil or criminal
(including any appeal or review of any of the foregoing).

"[License Grant /DELIVERABLE]" is defined in section [LICENSE].

"[Licensed Goods / Licensed Software / Licensed Method]" is defined in

section [LICENSE].

"Licensed Intellectual Property" is defined in section [LICENSE].

"Licensed Territory" is defined in section [LICENSE].

"Order" means any decision, order, judgment, award or similar order of any court
of competent jurisdiction, arbitration panel, or Governmental Authority having
jurisdiction over the subject matter, whether preliminary or final.

"Permits" means all material licenses, franchises, permits, certificates, approvals

and authorizations, from Governmental Authorities necessary for the ownership
and operation of its portion of the Business.

"Representatives" includes the party's directors, officers, employees, accountants,

counsel, investment bankers and consultants.
"Taxes" includes all taxes, assessments, charges, duties, fees, levies and other
charges of a governmental entity, including income, franchise, capital stock, real
property, personal property, tangible, withholding, employment, payroll, social
security, social contribution, unemployment compensation, disability, transfer,
sales, use, excise, gross receipts, value-added and all other taxes of any kind for
which a party may have any liability imposed by any governmental entity, whether
disputed or not, any related charges, interest or penalties imposed by any
governmental entity, and any liability for any other person as a transferee or
successor by Law, contract or otherwise.

"Term" is defined in the [TERM] clause.

General Provisions

Entire Agreement. The parties intend that this agreement, together with all
attachments, schedules, exhibits, and other documents that both are referenced in
this agreement and refer to this agreement, represent the final expression of the
parties' intent relating to the subject matter of this agreement, contain all the
terms the parties agreed to relating to the subject matter, and replace all of the
parties' previous discussions, understandings, and agreements relating
to the subject matter of this agreement.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of

counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one

single document.

Amendment. This agreement can be amended only by a writing signed by both

parties.
Interpretation

References to Specific Terms

Accounting Principles. Unless otherwise specified, where the character or

amount of any asset or liability, item of revenue, or expense is required to be
determined, or any consolidation or other accounting computation is required
to be made, that determination or calculation will be made in accordance with
the generally accepted accounting principles defined by the professional
accounting industry in effect in the United States ("GAAP").

Currency. Unless otherwise specified, all dollar amounts expressed in this

agreement refer to American currency.

"Including." Where this agreement uses the word "including," it means

"including without limitation," and where it uses the word "includes," it means
"includes without limitation."

"Knowledge." Where any representation, warranty, or other statement in this

agreement, or in any other document entered into or delivered under this
agreement,] is expressed by a party to be "to its knowledge," or is otherwise
expressed to be limited in scope to facts or matters known to the party or of
which the party is aware, it means: the then-current, actual knowledge of the
directors and officers of that party, and the knowledge that would or should
have come to the attention of any of them had they investigated the facts
related to that statement and made reasonable inquiries of other individuals
reasonably likely to have knowledge of facts related to that statement.

Statutes, etc. Unless specified otherwise, any reference in this agreement to

a statute includes the rules, regulations, and policies made under that statute
and any provision that amends, supplements, supersedes, or replaces that
statute or those rules or policies.
 Number and Gender. Unless the context requires otherwise, words importing
the singular number include the plural and vice versa; words importing gender
include all genders.

Headings. The headings used in this agreement and its division into sections,
schedules, exhibits, appendices, and other subdivisions do not affect its
interpretation.

Internal References. References in this agreement to sections and other

subdivisions are to those parts of this agreement.

Calculation of Time. In this agreement, a period of days begins on the first

day after the event that began the period and ends at 5:00 p.m. [TIME
ZONE] Time on the last day of the period. If any period of time is to expire, or
any action or event is to occur, on a day that is not a Business Day, the period
expires, or the action or event is considered to occur, at 5:00 p.m. [TIME
ZONE] Time on the next Business Day.

Construction of Terms. The parties have each participated in settling the

terms of this agreement. Any rule of legal interpretation to the effect that any
ambiguity is to be resolved against the drafting party will not apply in
interpreting this agreement.

Conflict of Terms. If there is any inconsistency between the terms of this

agreement and those in any schedule to this agreement or in any document
entered into under this agreement, the terms of [this agreement/[SPECIFIED
AGREEMENTS]] will prevail. The parties shall take all necessary steps to
conform the inconsistent terms to the terms of [this agreement / [SPECIFIED
AGREEMENTS].

Binding Effect. This [agreement /plan] will benefit and bind the parties and their
respective heirs, successors, and permitted assigns.
No Third-Party Beneficiaries. Unless explicitly stated otherwise elsewhere in
this agreement, no Person other than the parties themselves has any rights or
remedies under this agreement.

Assignment. Neither party may assign this agreement or any of their rights or

obligations under this agreement without the other party's written consent.

Notices

Method of Notice. The parties shall give all notices and communications

between the parties in writing by (i) personal delivery, (ii) a nationally-
recognized, next-day courier service, (iii) first-class registered or certified mail,
postage prepaid[, (iv) fax][, or (v) electronic mail] to the party's address
specified in this agreement, or to the address that a party has notified to be
that party's address for the purposes of this section.

Receipt of Notice. A notice given under this agreement will be effective on

the other party's receipt of it, or if mailed, the earlier of the other party's
receipt of it and the [fifth] business day after mailing it. 

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement

and [SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration
in [STATE], according to the rules of the American Arbitration Association then
in effect, and by [NUMBER OF ARBITRATORS] arbitrators[s].

Judgment. Judgment may be entered on the arbitrator's award in any court

having jurisdiction.

Arbitrator's Authority. The arbitrator will not have the power to award any
punitive [or consequential] damages.

Survival. The parties' obligations under sections [CONFIDENTIALITY

OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF
TERMINATION] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of
this agreement.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT
MATTER OF THE AGREEMENT], shall be governed by the laws of the State
of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to

the [exclusive, non-exclusive] jurisdiction and venue of any [state or
federal] court located within [VENUE COUNTY] County, State of [VENUE
STATE], in connection with any matter arising out of this [agreement / plan] or
the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the

Laws of the State of [GOVERNING LAW STATE], and  waives any objection
which it might otherwise have to service of process under the Laws of the
State of [GOVERNING LAW STATE].

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any rights

under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and

signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights

under this agreement will not be deemed to be a waiver of that or any other of
its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will

preclude any other or further exercise of any right or remedy.
Severability. If any part of this agreement is declared unenforceable or invalid,
the remainder will continue to be valid and enforceable.

Force Majeure. Neither party will be liable for performance delays nor for non-
performance due to causes beyond its reasonable control, except for payment
obligations.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]